AMENDMENT NO. 3
This AMENDMENT NO. 3, dated as of March 29, 2021 (this Amendment), amends the Credit Agreement, dated as of November 28, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the Credit Agreement), by and among CONSOL ENERGY INC. (the Borrower), the guarantors party thereto, the lenders and agents party thereto, PNC Bank, National Association, as administrative agent for the Revolving Lenders and Term A Lenders (the Revolving/TLA Administrative Agent) and Citibank, N.A., as administrative agent for the Term B Lenders (the TLB Administrative Agent and, together with the Revolving/TLA Administrative Agent, the Administrative Agents). Capitalized terms used but not defined herein shall have the meanings given them in the Credit Agreement as amended by this Amendment (the Amended Credit Agreement).
WHEREAS, the Borrower desires to amend the Credit Agreement on the terms set forth herein;
WHEREAS, the consents of the Required Lenders are required for the amendments to the Credit Agreement as set forth herein; and
WHEREAS, PNC Capital Markets LLC is acting as sole arranger and bookrunner for this Amendment.
NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and agreements herein contained and intending to be legally bound hereby, covenant and agree as follows:
1. Amendments to the Credit Agreement. Effective as of the Amendment No. 3 Effective Date, the Credit Agreement is hereby amended as set forth below:
(a) Section 1.1 of the Credit Agreement is hereby amended to add the following defined terms in alphabetical order.
Erroneous Payment shall have the meaning specified in Section 10.15(a) [Certain Payments].
Erroneous Payment Notice shall have the meaning specified in Section 10.15(b) [Certain Payments].
(b) The definition of Excess Balance Sheet Cash is hereby amended (I) to replace clause (iv) with the following:
(iv) cash deposited with (x) any Issuing Lender to cash collateralize Letters of Credit in accordance with this Agreement or (y) any issuing lender under a Qualified Receivables Transaction to cash collateralize letters of credit issued thereunder;
and (II) to add the following before the period: